C & L Enterprises, Inc. v. Citizen Band Potawatomi Indian Tribe of Oklahoma

The Citizen Band Potawatomi Indian Tribe (the tribe) (defendant) owned a building (the building) in Shawnee, Oklahoma, located outside of the tribe’s reservation. In 1993, the tribe entered into a contract with C & L Enterprise, Inc. (C&L) (plaintiff) for C&L to install a new roof on the building. The contract—which the tribe proposed—contained arbitration and choice-of-law clauses, which required that all contract disputes be resolved by arbitration and enforced by any Oklahoma court with jurisdiction. After the parties executed the contract, the tribe changed the project plans and hired another company. C&L sought arbitration, claiming that the tribe had breached the contract, but the tribe asserted sovereign immunity. An arbitration proceeded nonetheless, and the arbitrator awarded C&L damages. C&L filed suit in Oklahoma district court to enforce the arbitration award. The tribe moved to dismiss, claiming immunity from the suit, but the district court denied the tribe’s motion and entered an order confirming the arbitration award. The Oklahoma appeals court affirmed, holding that the tribe was not immune from suit, in part because the contract concerned off-reservation commercial activity. The Oklahoma Supreme Court declined review, and the United States Supreme Court granted certiorari. While this case was pending, the Supreme Court ruled in a separate and unrelated case that tribes’ immunity did extend to suits concerning commercial contracts related to off-reservation business. Therefore, in this case, the Supreme Court vacated the judgment of the court of appeals and remanded for reconsideration. On remand, the court of appeals held that the tribe had not waived its immunity by agreeing to the contract’s arbitration clause because such a waiver was not clear. The court of appeals therefore instructed the district court to dismiss. The Oklahoma Supreme Court again declined review. Several other courts subsequently ruled that a tribe’s execution of a contract containing an arbitration clause did serve as the tribe’s express waiver of its immunity, and the United States Supreme Court again granted certiorari to resolve the conflict.